§ 7-6-39 - Procedure to amend articles of incorporation.
SECTION 7-6-39
§ 7-6-39 Procedure to amend articles ofincorporation. – (a) Amendments to the articles of incorporation are made in the followingmanner:
(1) If there are members entitled to vote on the amendments,the board of directors shall adopt a resolution setting forth the proposedamendment and directing that it be submitted to a vote at a meeting of membersentitled to vote on it, which may be either an annual or a special meeting.Written notice setting forth the proposed amendment or a summary of the changesto be effected by the amendment shall be given to each member entitled to voteat the meeting within the time and in the manner provided in this chapter forthe giving of notice of meetings of members. The proposed amendment is adoptedupon receiving at least a majority of the votes which members present at themeeting or represented by proxy are entitled to cast.
(2) If there are no members, or no members entitled to voteon it, an amendment is adopted at a meeting of the board of directors uponreceiving the vote of a majority of the directors in office.
(b) Any number of amendments may be submitted and voted uponat any one meeting.